April 24, 2020

Yaron Silberman
Chief Executive Officer
ScoutCam Inc.
Suite 7A, Industrial Park
P.O. Box 3030
Omer, Israel 8496500

       Re: ScoutCam Inc.
           Registration Statement on Form S-1
           Filed March 30, 2020
           File No. 333-237470

Dear Mr. Silberman:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-1 filed March 30, 2020

Cover Page

1.     We note your disclosure that the selling stockholders will sell their
shares at fixed prices,
       at market prices or at negotiated prices. We also note that your common
stock is currently
       quoted on the OTC Pink. Please note that being quoted on the OTC Pink
does not satisfy
       the requirement that there be an established public trading market, with
respect to
       secondary at-the-market offerings, for purposes of identifying the
offering price on the
       prospectus cover page as required by Item 501(b)(3) of Regulation S- K.
Therefore, please
       revise to reflect the fixed price at which the shares will be offered.
 Yaron Silberman
FirstName Inc.
ScoutCam LastNameYaron Silberman
Comapany NameScoutCam Inc.
April 24, 2020
Page 24,
April 2 2020 Page 2
FirstName LastName
Risk Factors
Risks Related to our Operations in Israel, page 12

2.       We note that your principal offices are located in Israel. Please
expand your risk factors
         to address risks associated with the following:
           legal protections and remedies available to the company for actions
taken against it
              may be pursued within the Israeli legal system, which differs
from the U.S. legal
              system in significant ways;
           the company conducts operations outside of the U.S. and the ability
to pursue legal
              matters is subject to limitations imposed by other jurisdictions;
and
           U.S. regulators' ability to conduct investigations and inspections
are limited.
We may become subject to claims for remuneration or royalties for assigned
service invention
rights..., page 13

3.       We note that a significant portion of your intellectual property has
been developed by
         employees in the course of their employment and that if no specific
agreement addressing
         service invention rights have been entered, the Israeli Compensation
and Royalties
         Committee will determine whether the employee is entitled to
remuneration. Please revise
         to illustrate this risk by quantifying the number of past and present
employees that have
         not entered into assignment of invention agreements and the extent to
which you have had
         to pay such remuneration.
Our Corporate History and Background, page 22

4.       We note that in December 2019, you and Medigus consummated a certain
Amended and
         Restated Asset Transfer Agreement, which transferred and assigned
certain assets and
         intellectual property rights related to its miniaturized imaging
business. Please revise to
         describe the material terms of the agreement. In your revised
disclosure, please include
         the nature and scope of the assets and intellectual property
transferred or licensed, each
         parties' duties and obligations, the term of the agreement, the
royalty term, the royalty
         rates, the termination provisions and any potential milestone
payments.
5.       Please expand to disclose the material terms of the intercompany
agreement dated May
         30, 2019 and the exchange agreement dated September 16, 2019 with
Medigus. For
         instance, please describe the circumstances under which the exchange
agreement would
         require you to issue additional shares representing 10% of your
outstanding shares at the
         date of closing to Medigus, and quantify the number of shares that
would be.
Sales and Marketing, page 22

6.       Please revise this section to disclose in greater detail your
principal products and their
         pricing and distribution methods. Please refer to Item 101(h) of
Regulation S-K.
 Yaron Silberman
FirstName Inc.
ScoutCam LastNameYaron Silberman
Comapany NameScoutCam Inc.
April 24, 2020
Page 24,
April 3 2020 Page 3
FirstName LastName
Our Customers, page 23

7.       We note that you have two major customers that generate most of our
current and
         forecasted revenue in the near term. Please reconcile this with your
disclosure in Note 11
         that reflects three major customers, one of which represents 45% and
which together
         represent more than 78% of your 2019 revenues. Please revise to
quantify the percentages
         of revenues attributable to each of these customers. Additionally, to
the extent that your
         business is substantially dependent on a contractual agreement with
these customers,
         please identify the customer, disclose the material terms, and file
the agreement as an
         exhibit to your registration statement. Please refer to Items
101(h)(vi) and 601(b)(10) of
         Regulation S-K.
Proprietary Rights and Technology, page 23

8.       Please revise to include the following information:
           the material terms to any material license or other rights you hold
to the intellectual
             property relating to your micro ScoutCamTM portfolio;
           patent expiration dates and expected expiration dates for pending
patent applications,
             and if applicable, any steps that you are taking to pursue
regulatory means to extend
             any of your patents; and
           identification of all applicable jurisdictions where patents are
granted or patent
             applications are pending.
Employment, page 24

9.       We note your employees provide services to Medigus, as disclosed in
Note 8.a to the
         financial statements. Please state what percentage of their time is
spent on ScoutCam
         business as opposed to Medigus business.
Regulation, page 24

10.      We note your disclosure that in your engagements with customers
operating in the
         biomedical sector, you comply with the medical device standards in
that corresponding
         territory, such as the US Food and Drug Administration or CE in the
European Economic
         Area. Please revise to describe these standards and the process for
obtaining approval to
         market products.
Executive Compensation
Employment Agreements, page 27

11.      Please expand your disclosure to describe the material terms of each
employment
         agreement with your named executive officers, and file these
agreements as exhibits to the
         registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation
S-K.
 Yaron Silberman
FirstName Inc.
ScoutCam LastNameYaron Silberman
Comapany NameScoutCam Inc.
April 24, 2020
April 4 2020 Page 4
Page 24,
FirstName LastName
Director Compensation, page 28

12.      Please expand your disclosure to describe all the material terms of
the consulting
         agreement with Professor Benad Goldwasser. For example, disclose the
term and
         termination provisions.
Certain Relationships and Related Party Transactions, page 30

13.      Please expand to explain the basis on which Shrem Zilberman Group Ltd.
is a related
         party and describe all of the material terms of the agreement, such as
term and termination
         provisions.
14.      Please provide the information required by Item 404(d) of Regulation
S-K with respect to
         the agreements dated May 30, 2019 and September 16, 2019 with Medigus
and file these
         as exhibits to your registration statement.
Selling Stockholders, page 34

15.      Please provide us your analysis as to why each of the selling
shareholders who received
         your shares in the business combination transaction should not be
deemed underwriters
         pursuant to Securities Act Rule 145(c). To the extent they are, please
name them as
         underwriters and revise to clarify that the price at which they are
offering their shares will
         remain fixed for the duration of the offering. If they are not, please
provide us a basis for
         your conclusion, including a discussion of whether such selling
shareholders were a party
         to or an affiliate of a party to the business combination transaction
discussed in this
         prospectus. Refer to Section II.G of Securities Act Release 33-8869
(2007).
16.      Please disclose the person or persons with voting and investment
control over the shares
         held by entities in the table beginning on page 34. For guidance,
please refer to
         Regulation S-K Compliance and Disclosure Interpretation 140.02,
available on the
         Commission's website.
Signatures, page II-5

17.      Please include the signature of the Principal Accounting Officer. See
Instruction 1 to
         Signatures of Form S-1.
Exhibits

18.      We note your legality opinion appears to qualify counsel's expertise
to opine on the laws
         of the State of Nevada. Please note that an opinion of counsel with
respect to a jurisdiction
         in which counsel is not admitted to practice is acceptable so long as
the opinion is not
         qualified as to jurisdiction. Please file a new legality opinion (i)
from counsel that is
         admitted to practice in the State of Nevada or (ii) that does not
include inappropriate
         qualifications pertaining to counsel's expertise. For guidance, refer
to Section II.B.3.b. of
         Staff Legal Bulletin No. 19.
 Yaron Silberman
ScoutCam Inc.
April 24, 2020
Page 5
General

19.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact David Burton at 202-551-3626 or Lisa Vanjoske at
202-551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with
any other
questions.



                                                            Sincerely,
FirstName LastNameYaron Silberman
                                                            Division of
Corporation Finance
Comapany NameScoutCam Inc.
                                                            Office of Life
Sciences
April 24, 2020 Page 5
cc:       Matthew R. Rudolph, Adv.
FirstName LastName